Amiad is incorporated in Israel and its head office and place of central management is in Israel. Since Amiad is subject to the Israeli Companies Law (the “Israeli Act”), the rights of its shareholders may be different than for a UK company. Accordingly, transactions in Ordinary Shares are not subject to the provisions of the UK City Code on Takeovers and Mergers (the “City Code”). Under the Israeli Act, a potential bidder for the Company’s shares, who would as a result of a purchase of Ordinary Shares hold either (i) 25 per cent or more of the voting rights in the Company where no other Shareholder holds 25 per cent or more of the voting rights or (ii) 45 per cent or more of the voting rights in the Company where no other Shareholder holds 50 per cent or more of the voting rights, would be required to make a special purchase offer (tender offer) as set out in the provisions of the Israeli Act.
The Israeli Act requires a special purchase offer to be submitted to shareholders. A majority acceptance is required to accept the offer. An offer or who is regarded as a “controlling shareholder” under the Israeli Act will be disregarded. A special purchase offer may not be accepted unless shares that carry at least five per cent. of the voting rights in the target company are acquired.
Last update: 01/05/2020